Sale of the Xxxxxxx Sample Clauses

Sale of the Xxxxxxx. Pass Project (1) The Supplier shall not, and shall ensure that its Affiliates do not, without the prior written consent of GM, directly or indirectly, sell all or a material portion of the Xxxxxxx Pass Project, regardless of the structure of such sale, whether through sale of equity, sale of assets, or a statutory plan of arrangement, merger or other business combination, and whether in a single transaction or a series of related transactions (so long as such structure is not a Joint Venture or a Change of Control in that those are governed by other Sections of this Agreement as contemplated in Section 16.7(D)(4)) (any such transaction(s), a "Project Sale"), to a transferee (a "Transferee") that is a Non Permitted Party. If GM grants its prior written consent, the Supplier shall have right to assign this Agreement to the Transferee pursuant to an agreement under which such Transferee assumes in writing all duties and obligations under this Agreement. (2) The Supplier may, without the prior written consent of GM, consummate a Project Sale with a Transferee that is a Permitted Party and assign this Agreement to the Transferee pursuant to an agreement under which such Transferee assumes in writing all duties and obligations under this Agreement. (3) The Supplier shall give GM at least five (5) Business Days prior notice (a "Project Sale Notice") of the execution and delivery of a definitive agreement giving effect to the Project Sale by the Supplier or its applicable Affiliate (but in any event at least thirty (30) days prior to the consummation of the Project Sale). The Project Sale Notice shall contain reasonable detail with respect to the proposed Transferee, and the Supplier shall respond to GM's reasonable requests for additional information regarding the facts, circumstances, terms and conditions of the proposed Project Sale, to enable GM to identify whether the Transferee is a Permitted Party or a Non Permitted Party. (4) It is understood and agreed that this Section 16.7(D) does not apply to: (i) a Joint Venture transaction (as a Joint Venture transaction is covered by Section 16.7(C)); (ii) a transaction that is a Change of Control (as a Change of Control transaction is covered by Section 14.2) ; or (iii) a Spinco Transaction (as a Spinco Transaction is covered by Section 14.3), and none of the foregoing references in this Section 16.7(D)(4) constitutes a Project Sale for the purposes of this Section 16.7(D).
Sample 1
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Related to Sale of the Xxxxxxx

  • SOMEC XXXXX XXXXX XXXXX XXXXX XXXXX UNBUNDLED LOCAL SWITCHING, PORT USAGE End Office Switching (Port Usage) End Office Switching Function, Per MOU 0.0010519 End Office Trunk Port - Shared, Per MOU 0.0002136 Tandem Switching (Port Usage) (Local or Access Tandem) Tandem Switching Function Per MOU 0.0001634 Tandem Trunk Port - Shared, Per MOU 0.0002863 Tandem Switching Function Per MOU (Melded) 0.00004951 Tandem Trunk Port - Shared, Per MOU (Melded) 0.000086749 Melded Factor: 30.30% of the Tandem Rate Common Transport Common Transport - Per Mile, Per MOU 0.0000045 Common Transport - Facilities Termination Per MOU 0.0004095

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xx Xxxxxx No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • XX XXXXXXX XXXXXXX the parties hereof have caused this Agreement to be executed in duplicate on the day and year first above written.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxxxx Xxxxxx Xxxx Xx Day, 3rd Monday in January;

  • Xxxx Xxxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.

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